Dickman Thomas J 4

What Happened
Thomas J. Dickman, Chief Technology Officer of Fold Holdings, had 18 restricted stock units convert into 18 shares of Fold common stock on May 1, 2026 (reported as a derivative exercise/conversion, transaction code M). To satisfy tax withholding tied to that settlement, 9 of those shares were sold in an issuer-mandated "sell-to-cover" transaction on May 4, 2026 at $1.42 per share, generating $13 in proceeds. The Form 4 was filed on May 5, 2026.

Key Details

• Transaction dates/types:
  • 2026-05-01: Exercise/conversion of derivative (RSU conversion) — 18 shares acquired (M).
  • 2026-05-04: Open market sale (sell-to-cover) — 9 shares sold at $1.42 each for $13 total (S).
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • RSUs convert one-for-one into common stock (F1).
  • The 9-share sale was required by the issuer to cover tax withholding and was not a discretionary sale by Mr. Dickman (sell-to-cover) (F2).
  • The RSUs vest over time (one-fourth beginning 9/1/2024, then monthly) and a liquidity event vesting condition was deemed met upon the merger described in the filing (F4, F5).
• Filing timeliness: Form 4 filed 2026-05-05; appears to be timely (within required reporting window).

Context
This was primarily a conversion of RSUs into common shares followed by a mandatory sell-to-cover to meet tax obligations — a routine, non-discretionary transaction that does not by itself signal insider sentiment. The filing also references an incorporated Power of Attorney (Exhibit 24).